false000144223600014422362024-11-072024-11-07

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): November 7, 2024

 

QUEST RESOURCE HOLDING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada

 

001-36451

 

51-0665952

(State or other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

3481 Plano Parkway, Suite 100, The Colony, Texas

 

75056

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

Registrant’s telephone number, including area code: (972) 464-0004

 

 

(Former name or former address if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the follow provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

QRHC

The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


 

 

Item 2.02. Results of Operations and Financial Condition.

We are furnishing this Current Report on Form 8-K in connection with the disclosure of information, in the form of the textual information from a press release released on November 7, 2024.

The information in this Current Report on Form 8-K (including the exhibit) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

We do not have, and expressly disclaim, any obligation to release publicly any updates or any changes in our expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.

The text included with this Current Report on Form 8-K is available on our website located at http://investors.qrhc.com/, although we reserve the right to discontinue that availability at any time.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release from Quest Resource Holding Corporation, dated November 7, 2024, entitled “Quest Resource Holding Corporation Reports Third Quarter 2024 Financial Results”

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

QUEST RESOURCE HOLDING CORPORATION

 

 

 

 

 

 

 

 

 

Dated: November 7, 2024

By:

/s/ S. Ray Hatch

 

Name:

S. Ray Hatch

Title:

President and Chief Executive Officer

 

 

 

 

 


img135785737_0.jpg

Exhibit 99.1

Quest Resource Holding Corporation Reports Third Quarter 2024 Financial Results

New client onboarding progressing as expected, with third quarter revenue run rate from new client wins secured during 2024 achieving approximately 60% of expected fully ramped run rate

New automated vendor management system is demonstrating increased efficiencies and improved service levels, but has temporarily resulted in higher than expected costs in support of the transition

Pace of new client wins continues with significant new client wins in food distribution and automotive service end markets

 

THE COLONY, TX – November 7, 2024 – Quest Resource Holding Corporation (Nasdaq: QRHC) (“Quest” or the “Company”), a national leader in environmental waste and recycling services, today announced financial results for the third quarter ended September 30, 2024.

“We were very active during the third quarter: securing significant new client wins, onboarding a record number of new clients and expanding engagements with existing ones. New client onboarding, combined with strong demand from existing clients added approximately $16 million in revenue during the third quarter. However, growth was partially offset by weaker than expected conditions at certain clients in our industrial end markets and isolated client attrition. In addition, during the third quarter we implemented our vendor management system, which temporarily caused a significantly higher than expected increase in cost of revenue and incremental SG&A in support of the transition,” said S. Ray Hatch, President and Chief Executive Officer of Quest.

“As a result of the hard work of our team, we have received high marks from new clients, several of which have already been reference clients, helping us to continue to grow our pipeline of new business. In addition, we have made significant progress and are in the final stages of selecting lenders to refinance our debt. Based on initial proposals, the refinancing is on track to be completed by the end of the year, and we expect both a significant reduction in interest expense and improved terms. Based on the continued ramp of new business and increasing efficiencies, we expect to show year-over-year increases in revenue and profitability during the fourth quarter. During 2025 and beyond, we expect to continue to drive significant growth from new clients and improving profitability from efficiency gains and earnings leverage.”

Third Quarter 2024 Highlights

Revenue was $72.8 million, a 3.3% increase compared with the third quarter of 2023.
Gross profit was $11.7 million, a 5.9% decrease compared with the third quarter of 2023.
Gross margin was 16.1% of revenue compared with 17.7% for the third quarter of 2023.
GAAP net loss was $(3.4) million, compared with GAAP net loss of $(2.1) million during the third quarter of 2023.
GAAP net loss per basic and diluted share attributable to common stockholders was $(0.16), compared with $(0.10) for the third quarter of 2023.
Adjusted EBITDA was $2.5 million, compared with $3.7 million during the third quarter of 2023.
Adjusted net loss per diluted share was $(0.06), compared with adjusted net income of $0.02 per diluted share during the third quarter of 2023.

 

Year-to-Date 2024 Highlights (September 30, 2024)

Revenue was $218.6 million, a 0.2% decrease compared with the same period of 2023. 
Gross profit was $39.3 million, a 1.8% increase compared with the same period of 2023. 
Gross margin was 18.0% of revenue compared with 17.6% during the same period of 2023.
GAAP net loss was $(5.6) million, compared with GAAP net loss of $(5.0) million during the same period of 2023.

 


 

GAAP net loss per basic and diluted share attributable to common stockholders was $(0.27), compared with $(0.25) during the same period of 2023. 
Year-to-date Adjusted EBITDA was $12.8 million compared to $12.7 million during the same period of 2023. 
Adjusted net income per diluted share was $0.05, compared with $0.12 per diluted share during the same period of 2023.

Recent Highlights

Secured a new client in the food distribution business that is expected to produce seven figures of annual revenue.
Secured a new automotive service client win that is expected to produce seven figures of annual revenue.
Completed the integration of automated accounts payable processing system with solid waste vendors, processing approximately 70% of invoices with zero human interaction and 100% of invoices audited at the service line-item level according to contractual terms.
Progress in refinancing of existing debt, on track for completion by the end of 2024 with significantly better terms.

Third Quarter 2024 Earnings Conference Call and Webcast:

Quest will host a conference call on Thursday, November 7, 2024, at 5:00 PM ET, to review the financial results for the third quarter ended September 30, 2024. To participate, dial 1-800-717-1738 or 1-646-307-1865. The conference call, which may include forward-looking statements, is also being webcast and is available via the investor relations section of Quest’s website at https://investors.qrhc.com/investors. A replay of the webcast will be archived on Quest’s investor relations website for 90 days.

About Quest Resource Holding Corporation

Quest is a national provider of waste and recycling services that enable larger businesses to excel in achieving their environmental and sustainability goals and responsibilities. Quest delivers focused expertise across multiple industry sectors to build single-source, client-specific solutions that generate quantifiable business and sustainability results. Addressing a wide variety of waste streams and recyclables, Quest provides information and data that tracks and reports the environmental results of Quest’s services, gives actionable data to improve business operations, and enables Quest’s clients to excel in their business and sustainability responsibilities. For more information, visit www.qrhc.com.

Reconciliation of U.S. GAAP to Non-GAAP Financial Measures

In this press release, non-GAAP financial measures, “Adjusted EBITDA” and “Adjusted Net Income (Loss)” are presented. From time-to-time, Quest considers and uses these supplemental measures of operating performance in order to provide an improved understanding of underlying performance trends. Quest believes it is useful to review, as applicable, both (1) GAAP measures that include (i) depreciation and amortization, (ii) interest expense, (iii) stock-based compensation expense, (iv) income tax expense, and (v) certain other adjustments, and (2) non-GAAP measures that exclude such items. Quest presents these non-GAAP measures because it considers it an important supplemental measure of Quest’s performance. Quest’s definition of these adjusted financial measures may differ from similarly named measures used by others. Quest believes these measures facilitate operating performance comparisons from period to period by eliminating potential differences caused by the existence and timing of certain expense items that would not otherwise be apparent on a GAAP basis. These non-GAAP measures have limitations as an analytical tool and should not be considered in isolation or as a substitute for the Company’s GAAP measures. (See attached tables “Reconciliation of Net Loss to Adjusted EBITDA” and “Adjusted Net Income Per Share”).

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which provides a “safe harbor” for such statements in certain circumstances. The forward-looking statements include, but are not limited to, our expectation that we will show year-over-year increases in revenue and profitability during the fourth quarter, our expectation that we will continue to drive significant growth from new customers and improving profitability from efficiency gains and earnings leverage during 2025 and beyond, our expectation that our new client wins will produce seven figures of annual revenue and our belief that we will be

 


 

able to refinance our existing debt by the end of 2024 on better terms. Actual events or results could differ materially from those discussed in the forward-looking statements as a result of various factors, including, but not limited to, competition in the environmental services industry, the impact of the current economic environment, the spread of major epidemics (including Coronavirus) and other related uncertainties such as government-imposed travel restrictions, interruptions to supply chains, commodity price fluctuations, extended shut down of businesses, and other factors discussed in greater detail in our filings with the Securities and Exchange Commission (“SEC”), including in our Annual Report on Form 10-K for the year ended December 31, 2023. You are cautioned not to place undue reliance on such statements and to consult our SEC filings for additional risks and uncertainties that may apply to our business and the ownership of our securities. Our forward-looking statements are presented as of the date made, and we disclaim any duty to update such statements unless required by law to do so.

 

Investor Relations Contact:

Three Part Advisors, LLC

Joe Noyons

817.778.8424

 

 

Financial Tables Follow

 


 

Quest Resource Holding Corporation and Subsidiaries

STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

 

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenue

 

$

72,766

 

 

$

70,425

 

 

$

218,562

 

 

$

219,036

 

Cost of revenue

 

 

61,066

 

 

 

57,995

 

 

 

179,294

 

 

 

180,471

 

Gross profit

 

 

11,700

 

 

 

12,430

 

 

 

39,268

 

 

 

38,565

 

Selling, general, and administrative

 

 

10,273

 

 

 

9,620

 

 

 

29,457

 

 

 

28,250

 

Depreciation and amortization

 

 

2,368

 

 

 

2,342

 

 

 

7,094

 

 

 

7,219

 

Total operating expenses

 

 

12,641

 

 

 

11,962

 

 

 

36,551

 

 

 

35,469

 

Operating income (loss)

 

 

(941

)

 

 

468

 

 

 

2,717

 

 

 

3,096

 

Interest expense

 

 

(2,723

)

 

 

(2,408

)

 

 

(7,807

)

 

 

(7,407

)

Loss before taxes

 

 

(3,664

)

 

 

(1,940

)

 

 

(5,090

)

 

 

(4,311

)

Income tax expense (benefit)

 

 

(278

)

 

 

111

 

 

 

465

 

 

 

650

 

Net loss

 

$

(3,386

)

 

$

(2,051

)

 

$

(5,555

)

 

$

(4,961

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss applicable to common stockholders

 

$

(3,386

)

 

$

(2,051

)

 

$

(5,555

)

 

$

(4,961

)

Net loss per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.16

)

 

$

(0.10

)

 

$

(0.27

)

 

$

(0.25

)

Diluted

 

$

(0.16

)

 

$

(0.10

)

 

$

(0.27

)

 

$

(0.25

)

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

20,666

 

 

 

20,060

 

 

 

20,542

 

 

 

19,985

 

Diluted

 

 

20,666

 

 

 

20,060

 

 

 

20,542

 

 

 

19,985

 

 

 


 

RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA

(Unaudited)

(In thousands)

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net loss

 

$

(3,386

)

 

$

(2,051

)

 

$

(5,555

)

 

$

(4,961

)

Depreciation and amortization

 

 

2,613

 

 

 

2,438

 

 

 

7,714

 

 

 

7,486

 

Interest expense

 

 

2,723

 

 

 

2,408

 

 

 

7,807

 

 

 

7,407

 

Stock-based compensation expense

 

 

571

 

 

 

289

 

 

 

1,291

 

 

 

950

 

Acquisition, integration, and related costs

 

 

30

 

 

 

374

 

 

 

91

 

 

 

1,026

 

Other adjustments

 

 

261

 

 

 

141

 

 

 

980

 

 

 

172

 

Income tax expense (benefit)

 

 

(278

)

 

 

111

 

 

 

465

 

 

 

650

 

Adjusted EBITDA

 

$

2,534

 

 

$

3,710

 

 

$

12,793

 

 

$

12,730

 

 

ADJUSTED NET INCOME (LOSS) PER SHARE

(Unaudited)

(In thousands)

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Reported net loss (1)

 

$

(3,386

)

 

$

(2,051

)

 

$

(5,555

)

 

$

(4,961

)

Amortization of intangibles (2)

 

 

2,209

 

 

 

2,224

 

 

 

6,650

 

 

 

6,668

 

Acquisition, integration, and related costs (3)

 

 

30

 

 

 

374

 

 

 

91

 

 

 

1,026

 

Other adjustments (4)

 

 

 

 

 

2

 

 

 

 

 

 

(75

)

Adjusted net income (loss)

 

$

(1,147

)

 

$

549

 

 

$

1,186

 

 

$

2,658

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

       Reported net loss

 

$

(0.16

)

 

$

(0.10

)

 

$

(0.27

)

 

$

(0.25

)

       Adjusted net income (loss)

 

$

(0.06

)

 

$

0.02

 

 

$

0.05

 

 

$

0.12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Diluted (5)

 

 

20,666

 

 

 

22,425

 

 

 

22,873

 

 

 

22,218

 

 

(1) Applicable to common stockholders

(2) Reflects the elimination of non-cash amortization of acquisition-related intangible assets

(3) Reflects the add back of acquisition/integration related transaction costs

(4) Reflects adjustments to earn-out fair value

(5) Reflects adjustment for dilution when adjusted net income is positive

 

 

 


 

BALANCE SHEETS

(In thousands, except per share amounts)

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,133

 

 

$

324

 

Accounts receivable, less allowance for doubtful accounts of $1,990
   and $1,582 as of September 30, 2024 and December 31, 2023, respectively

 

 

60,125

 

 

 

58,147

 

Prepaid expenses and other current assets

 

 

3,310

 

 

 

2,142

 

Total current assets

 

 

64,568

 

 

 

60,613

 

 

 

 

 

 

 

 

Goodwill

 

 

85,828

 

 

 

85,828

 

Intangible assets, net

 

 

20,006

 

 

 

26,052

 

Property and equipment, net, and other assets

 

 

7,753

 

 

 

4,626

 

Total assets

 

$

178,155

 

 

$

177,119

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

Current liabilities:

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

39,947

 

 

$

41,296

 

Other current liabilities

 

 

1,434

 

 

 

2,470

 

Current portion of notes payable

 

 

1,159

 

 

 

1,159

 

Total current liabilities

 

 

42,540

 

 

 

44,925

 

 

 

 

 

 

 

 

Notes payable, net

 

 

71,901

 

 

 

64,638

 

Other long-term liabilities

 

 

946

 

 

 

1,275

 

Total liabilities

 

 

115,387

 

 

 

110,838

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Preferred stock, $0.001 par value, 10,000 shares authorized, no shares
   issued and outstanding as of September 30, 2024 and December 31, 2023

 

 

 

 

 

 

Common stock, $0.001 par value, 200,000 shares authorized,
   20,464 and 20,161 shares issued and outstanding as
   of September 30, 2024 and December 31, 2023, respectively

 

 

20

 

 

 

20

 

Additional paid-in capital

 

 

178,351

 

 

 

176,309

 

Accumulated deficit

 

 

(115,603

)

 

 

(110,048

)

Total stockholders’ equity

 

 

62,768

 

 

 

66,281

 

Total liabilities and stockholders’ equity

 

$

178,155

 

 

$

177,119

 

# # #

 


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